New York City Comptroller John Liu announced Tuesday that Chesapeake Energy Corp. adopted a proxy-access proposal submitted by the $127.8 billion New York City Retirement Systems and approved by 62.5% of shareholders.
Chesapeake disclosed the vote in an SEC filing Tuesday.
“This is a landmark corporate governance reform that gives shareowners a much stronger voice at the table,” Mr. Liu said in a news release. “We welcome the new board's responsiveness to majority shareowner opinion.”
Chesapeake was one of two companies, along with Nabors Industries Inc., at which proxy-access proposals won shareholder majority support, according to a report — Proxy Voting Analytics (2008-2012) — released Tuesday by The Conference Board in collaboration with FactSet Research Systems.
There were 14 proxy-access proposals in 2012, the first year they were allowed. Melissa Aguilar, researcher in corporate leadership at The Conference Board and co-author of the report, said she does not know whether proxy access will get more support this year, “but I think there will be more fine-tuning … to see what gets traction.”
Shareholders filed more proposals overall in 2012 than the prior proxy season and reversed a declining trend observed since 2008.
Board declassification was a “huge issue in 2012,” Ms. Aguilar said in a telephone interview. There were 50 proposals filed and 46 voted on last year for Russell 3000 companies with average shareholder support of 80%, she added.
Also, 61 companies put forth their own board declassification proposals to “appease investors,” Ms. Aguilar said. She added a campaign by the Shareholder Rights Project at Harvard Law School was very successful in getting more proposals.
There were 719 shareholder proposals filed in 2012 for Russell 3000 companies, compared with 684 in 2011, according to Ms. Aguilar. S&P 500 company proposals were up to 580 from 539. However, the number of proposals introduced by hedge funds and religious groups declined sharply, according to the report, while labor unions were the largest proponents of proposals.
Ms. Aguilar expects the proxy issues of years past to remain prevalent this year, including proposals on reporting political spending.
